Material vs. Immaterial Breach: Our Law Firm Serving Colorado Explains the Difference

When dealing with contracts in New Mexico or Colorado, breach of contract attorneys are essential for helping parties understand their legal rights and obligations, especially when enforcing or defending against breaches of contract. 

At the Sitterly Law Firm, Nick Sitterly is a trusted choice for those seeking expert counsel and representation in breach of contract cases. His tenacity and extensive experience ensure you receive the advocacy you need to secure a favorable resolution to your contract disputes.

Now, let’s delve into the key distinctions between material and immaterial breaches of contract.

Understanding Contracts

Before delving into the specifics of material and immaterial breaches, it’s crucial to have a solid grasp of what contracts entail. 

A contract is a legally binding agreement between two or more parties defining their legal obligations and rights. It can be oral or written, but written contracts are generally preferred because they provide a clear and documented record of the parties’ intentions.

There are two fundamental components of a contract.

Offer and Acceptance

One party makes an offer, and the other party accepts it. This forms the basis of mutual agreement, a vital element of any valid contract.


Consideration is what each party gives up or promises in exchange for the other party’s promise. It can be in the form of money, goods, services, or any other valuable consideration.

When non-performance of a contract occurs, it constitutes a breach.

Material Breach of Contract

A material breach is a substantial failure to perform one’s contractual obligations. This type of breach goes to the core of the contract and significantly impacts the other party. 

In a breach of contract lawsuit, the non-breaching party is often excused from further performance under the contract and may be entitled to damages for their losses.

The following are key characteristics of a material breach: 


  • The breach involves an essential obligation central to the contract’s purpose.
  • The non-breaching party has suffered significant harm or loss due to the breach.
  • The non-breaching party may be excused from their obligations under the contract.


For example, it may be considered a breach if a construction company fails to complete a building project according to the agreed-upon specifications and timeline. In this case, the client may be entitled to seek legal remedies.

Immaterial Breach of Contract

An immaterial breach, on the other hand, is a minor or inconsequential failure to perform. It does not go to the core of the contract and does not substantially harm the other party. 

If a breach of contract claim is made, the injured party is still obligated to perform under the contract, but they may seek damages for any resulting losses. 

The following are key characteristics of an immaterial breach:


  • The breach involves a minor obligation or a non-essential part of the contract.
  • The non-breaching party has suffered minimal harm or loss due to the breach.
  • The non-breaching party is generally obligated to continue performing under the contract.


For example, It may be considered a minor breach of contract if a vendor delivering office supplies is a day late in delivering a routine order. The client may still have to pay for the supplies but could seek legal services for any losses incurred due to the delay.

Protecting Your Business Interests

As a business owner, understanding the distinction between material and immaterial breaches is vital for protecting your interests in employment contracts and other contractual agreements. Here are some key considerations.

Draft Contracts Carefully

When it comes to contract drafting, be clear and specific about the essential obligations and their timelines. This can help prevent misunderstandings and disputes down the road.

Actively Monitor Performance

Keep a close eye on the performance of all parties involved in business contracts to identify any potential breach of contract disputes early on.

Seek Legal Advice

Consult with a breach of contract lawyer to determine whether the breach is material or immaterial. Legal professionals can help assess your rights and options.

Mitigate Your Losses

In the case of a substantial breach, take appropriate steps to mitigate your losses. This may involve finding an alternative supplier, service provider, or other means to minimize the harm.

Negotiate and Mediate

Before resorting to contract litigation, consider negotiation or mediation as a means to resolve the dispute. These alternative dispute-resolution methods can save time and money.

Safeguard Your Rights With a Reliable Breach of Contract Attorney in Colorado

At the Sitterly Law Firm, you can rest assured that Nick Sitterly will leave no stone unturned when gathering evidence, building a strong case, and advocating for your interests. 

His commitment to providing personal attention to a select number of cases, whether high-profile or private, ensures you receive expert guidance while maintaining your confidentiality and privacy. 

Contact Nick Sitterly, breach of contract attorney in Colorado and New Mexico, for a consultation today.